^ 


BY-LAWS 


POTRERO  AND  BAY  VIEW 


a   iriiftifF 


City  and  County  of. San  Francisco. 


Incorporated  April  4th,   1866. 


OFFICE  626  CLAY  STREET. 


SAN  FRANCISCO  : 
FRANK  EASTMAN,  PRINTER,   509  CLAY  ST. 

1866. 


BY-LAWS 


POTRERO  AND  BAY  VIEW 


^4111S41   i§Mf  411 


City  and  County  of  San  Francisco. 


Incorporated  April  4th,   1866. 


OFFICE  626  CLAY  STREET. 


SAN  FRANCISCO  : 
FRANK  EASTMAN,  PRINTER,   509  CLAY  ST. 

1866. 


OFFICERS 


W@>ts%^@  ^mi.  ga^  Vt©w 


4«» 

J.  W.  PIERSON, President, 

H.  F.  WILLIAMS, Treasurer, 

ROBERT  C.  PAGE, Secretary. 

Trustees : 
J.  W.  PIERSON,  JOHN  KIRKPxVTRICK, 

H.  F.  WILLIAMS,  WM.  F.  WILLIAMSON, 

ELIJAH  CASE,  J.  C.  BIRDSEYE, 

CHARLES  N,  FELTON. 


ACT  OF  INCORPORATION. 


As  Act  granting  to  certain  persons  therein  named  the  right 
to  lay  a  Railrond  track  along  certain  streets  in  the  C  ty 
and  County  of  San  Francisco.    Approved  April  2d,  1886. 
The  people  of  the  State  of  California  represented  in  Senate  and 
Assembly  do  enact  as  follows : 

Section  1.  The  right  is  hereby  granted  to  Edward  Tomp- 
kins, I.  C.  BiRDSEYE,  Elijah  Case.  Wm.  F.  Williamson,  W.  H. 
Ladd,  J.  W.  PiERSON,  John  Kirkpatrick  and  G.  W.  McManany, 
their  associates  and  assigns,  to  lay  down  and  maintain  an 
Iron  Railroad  within  the  City  and  County  of  San  Francisco, 
along  and  upon  the  following  route,  viz  :  Commencing  at  the 
intersection  of  Post  and  Montgomery  streets  in  said  City  of 
San  Francisco,  thence  along  and  upon  Post  street  to  Powell 
street,  thence  along  and  upon  Powell  street  to  Market  street, 
thence  across  Market  street  to  its  intersection  with  Fifth  street 
thence  along  and  upon  Fifth  street  to  Townsend  street,  thence 
to  the  Bridge  over  Mission  Bay,  thence  across  Mission  Bay 
over  and  upon  said  Bridge  to  the  New  Potrero,  thence  over 
and  across  the  Potrero  in  a  Southerly  direction  on  Kentucky 
street,  thence  Southerly  by  the  most  practicable  route  to  the 
Bay  View  Park  Race  Course,  or  to  Himter's  Point.  Provided, 
that  whenever  any  other  Railroad  or  Company  shall  be  grant- 
•  ed  the  use  of  the  same  street  or  any  part  thereof  they  shall 
pay  for  the  use  of  the  rails  already  laid  an  equal  share  of  the 


4  ACT   OF  INCORPORATION. 

cost  of  constructing  and  maintaining  the  Railroad  on  the 
street,  or  part^of  the  street,  thus  occupied  jointly,  and  there- 
upon shall  be  entitled  to  the  joint  use  of  such  part  of  said 
Railroad ;  but  no  such  grant  shall  be  made  for  more  than  five 
blocks  in  all.  The  said  road  to  have  a  single  or  double 
tracks  at  the  option  of  said  grantees,  the  rails  to  be  of  the 
most  approved  patterns  used  on  city  railroads  5  with  the 
proper  and  necessary  switches  and  turnouts  along  the  entire 
route.  The  said  grantees,  their  associates  and  assigns  to  have 
the  right  to  run  cars  on  the  said  Railroad  not  exceeding  twen- 
ty-four feet  in  length,  at  convenient  hours  of  the  day  and 
night,  for  the  transportation  of  passengers  and  freight : — pro- 
vided, that  the  said  Railroad  shall  not  cross  Mission  Bay 
Bridge,  nor  in  any  manner  interfere  with  any  improvements, 
structures  or  buildings,  unless  by  and  with  the  written  con- 
sent of  the  owners  thereof 

Sec.  2.  The  owners  of  said  Railroad  shall  pave,  plank  or 
macadamize  (as  the  proper  authorities  of  said  City  and  Coun- 
ty of  San  Francisco  shall  direct)  the  streets  through  which 
the  said  Railroad  shall  run  along  the  whole  length  thereof, 
for  a  width  extending  two  feet  on  each  side  of  said  Road,  and 
shall  keep  the  same  constantly  in  repair ;  provided,  that  South 
of  Mission  Bay  the  grantees  shall  not  be  compelled  to  pave 
and  plank  or  macadamize  as  aforesaid  any  of  said  streets  un- 
til they  shall  be  graded. 

Sec.  3.  The  guage  of  said  Railroad  shall  not  be  more  than 
five  feet  wide  within  the  rails,  with  a  space  between  the  dou- 
ble tracks  sufficient  for  the  passage  of  the  cars.  It  shall  be 
laid  as  nearly  as  possible  in  the  centre  of  each  street,  and  flush 
with  the  level  of  the  street,  so  as  to  offer  as  little  obstruction 
as  possible  to  the  crossing  of  vehicles,  and  when  the  Road 
herein  provided  for  shall  intersect  any  other  road,  the  rails  of 
each  shall  be  so  altered  or  cut  as  to  permit  the  cars  to  cross 
without  obstruction  5  and  nothing  in  this  Act  shall  be  so  con- 
strued as  to  prevent  any  other  Railroad  Company  hereinafter 


ACT   OF  INCORPORATION. 


formed  from  crossing  the  Road  herein  mentioned  at  any  point 
in  like  manner  in  the  City  and  County  of  San  Francisco. 

Sec.  4.  The  rates  of  fare  for  each  passenger  upon  said 
Railroad  shall  not  exceed  three  tickets  for  twenty-five  cents  ; 
seven  tickets  for  fifty  cents ;  sixteen  tickets  for  one  dollar, 
and  twenty-five  tickets  for  one  dollar  and  fifty  cents,  from 
any  point  on  said  Road  to  the  Highland  South  of  Islais  Creek, 
and  from  any  point  on  said  Road  to  any  point  beyond  said 
Highland  the  fare  shall  not  exceed  double  the  amount  of  fare 
provided  for  in  this  section — provided,  that  the  rates  of  fare 
on  this  Road  shall  not  exceed  the  rates  allowed  to  be 
charged  on  the  Omnibus  Railroad  to  the  Highlands  beyond 
Islais  Creek. 

Sec.  5.  The  cars  upon  said  Railroad  shall  be  of  the  most 
approved  construction  for  the  comfort  and  convenience  of 
passengers,  and  shall  be  provided  with  sufficient  brakes  and 
other  means  of  stopping  the  same  when  required.  They  shall 
be  moved  by  horses  or  mules,  and  not  otherwise,  and  at  a 
speed  not  exceeding  eight  miles  an  hour ;  and  in  case  of  a 
violation  of  this  provision  the  owner  or  owners  of  said  Rail- 
road shall  be  subject  to  a  fine  not  exceeding  one  hundred  dol- 
lars for  each  offense. 

Sec.  6.  Any  person  wilfully  obstructing  said  Railroad 
shall  be  deemed  guilty  of  a  misdemeanor,  and  punished  ac- 
cordingly. 

Sec.  7.  The  franchises  and  privileges  hereby  granted  shall 
continue  for  the  period  of  twenty-five  years,  to  date  from  the 
completion  of  said  Railroad  :  Provided,  that  said  Railroad, 
at  least  upon  a  single  track,  shall  be  completed  and  passenger 
cars  running  thereon  within  three  years  from  the  first  day  of 
July,  eighteen  hundred  and  sixty-six  ;  and  the  grantees  shall 
within  one  year  from  the  passage  of  this  act  commence  the 
construction  of  said  road. 

Sec.  8.  The  owners  of  said  Railroad  are  required  to  sell, 
transfer,  and  convey  the  same,  together  with  the  cars  that  may 


ACT   OF  INCORPORATION. 


be  employed  thereon,  to  the  City  and  County  of  San  Francisco, 
at  any  time  after  the  expiration  of  fifteen  years  after  the  com- 
pletion of  the  same,  upon  a  demand  being  made  to  that  effect 
by  the  said  City  and  County,  and  upon  the  payment  to  said 
parties  by  said  City  and  County  of  the  appraised  value  of 
the  same,  said  appraisal  to  be  made  by  five  commissioners 
in  the  manner  following  : — The  Board  of  Supervisors  of  the 
City  and  County  of  San  Francisco  shall  appoint  two  com- 
missioners, and  notify  the  grantees  or  their  assigns  of  such 
appointment,  who,  within  ten  days  after  the  receipt  of  such 
notice,  shall  appoint  two  commissioners,  and  notify  the  Board 
thereof;  the  four  commissioners  so  appointed  shall  electa 
fifth,  but  in  case  of  their  inability  to  agree  upon  such  fifth 
commissioner  within  ten  days  he  shall  be  appointed  by  the 
County  Judge  of  said  City  and  County.  In  case  of  the  fail- 
ure of  the  grantees  or  their  assigns  to  appoint  commissioners 
on  their  part,  as  above  provided,  or  in  case  of  their  refusal 
to  act,  the  County  Judge  shall  have  the  power  of  appointing 
them.  The  said  commissioners  shall  make  their  appraise- 
ment, and  present  their  report  within  thirty  days  after  the 
completion  of  the  commission,  and  file  the  same  in  the  office 
of  the  Clerk  of  the  Board  of  Supervisors.  A  majority  of 
said  commission  shall  constitute  a  quorum,  and  the  award  of 
the  majority  shall  be  final  and  binding  on  the  parties.  The 
amount  of  the  award  shall  be  paid  by  the  Treasurer  of  the 
City  and  County  to  the  grantees  or  their  assigns  within  sixty 
days  after  the  filing  of  said  award,  and  thereupon  the  title  of 
said  Railroad  and  cars  shall  vest  in  said  City  and  County. 

Sec.  9.  Nothing  in  this  Act  shall  be  construed  as  in  any 
wise  to  prevent  the  proper  authorities  of  the  said  City  and 
County  of  San  Francisco  sewering,  grading,  paving,  plank- 
ing, repairing,  or  altering  any  of  the  streets  herein  before 
specified.  But  all  such  work  shall  be  done,  if  possible,  so  as 
not  to  obstruct  the  free  passage  of  the  cars  upon  the  said 
Railroad  ;  and  when  the  same  shall  not  be  possible,  the  said 


ACT   OF  INCORPORATION.  7 

authorities,  before  the  commencement  of  said  work,  shall 
allow  to  the  owners  of  said  Railroad  time  sufficient  to  enable 
them  to  shift  the  rails,  or  take  other  means  so  as  to  avoid  said 
obstruction  during  the  continuance  thereof,  which  they,  the 
said  owners,  are  hereby  authorized  to  do. 

Sec.  10.  The  owners  of  said  Railroad  shall  pay  to  the  City 
and  County  of  San  Francisco  the  sum  of  fifty  dollars  per  an- 
num as  a  license  upon  each  car  used  by  them  upon  said  Rail- 
road, which  payment  shall  be  made  quarterly  to  the  said  City 
and  County. 

Sec.  11.  The  Board  of  Supervisors  of  the  City  and  County 
of  San  Francisco,  or  their  legal  successors,  are  hereby  autho- 
rized and  empowered  to  grant  to  the  said  parties  named  in 
the  first  section  of  this  Act,  their  associates  and  assigns,  such 
additional  rights,  privileges,  and  grants,  as  said  parties,  their 
associates  and  assigns,  may  desire  or  deem  necessary  for  the 
full  and  complete  enjoyment  of  the  franchises  and  privileges 
created  and  granted  by  this  Act. 


STATE  OF  CALIFORNIA,  [ 
Department  op  State.       ) 

I,  B.  B.  Redding,  Secretary  of  State  of  the  State  of  Cal- 
ifornia, do  hereby  certify  that  the  annexed  is  a  true,  full,  and 
correct  copy  of  an  Act  granting  to  certain  persons  therein 
named  the  right  to  lay  a  railroad  track  along  certain  streets 
in  the  City  and  County  of  San  Francisco,  now  on  file  in  my 
office. 

_^_  Witness  my  hand  and  the  great  seal  of  State  at 
•j  SEAL  !-  my  office  in  Sacramento,  California,  the  fourth  day 

B.  B.  REDDING,  Secretary  of  State. 


ARTICLES  OF  ASSOCIATION 

OP   THE 

Potrero  and  Bay  View  Railroad  Company. 


Whereas,  it  is  proposed  to  construct  a  Railroad  in  the  City 
and  County  of  San  Francisco,  to  be  called  the  Potrero  and 
Bay  View  Railroad,  and  stock  to  the  amount  of  more  than 
one  thousand  dollars  for  each  and  every  mile  of  the  said  pro- 
posed Railroad,  having  been  subscribed,  and  ten  per  cent, 
in  cash  having  been  actually  and  in  good  faith  paid  thereon 
to  Henry  F.  Williams,  the  Treasurer  named  and  appointed 
by  the  subscribers  to  said  stock,  he  being  one  of  their 
number,  and  the  said  Treasurer  having  given  five  (5)  days 
notice  to  each  of  said  subscribers  of  a  meeting  for  the  pur- 
pose of  adopting  Articles  of  Association,  and  electing  Di- 
rectors of  said  Company — Now,  therefore,  in  pursuance  of 
the  Act  of  the  Legislature  of  the  State  of  California,  ap- 
proved April  20th,  1861,  entitled  "  An  Act  to  provide  for  the 
incorporation  of  Railroad  Companies,  and  the  management 
thereof,  and  other  matters  relating  thereto,"  and  of  the  sev- 
eral Acts  supplementary  to  and  amending  the  same,  the  sub- 
scribers hereto  do  hereby  form  a  corporation  for  the  purpose 
of  constructing,  owning,  and  maintaining  said  Railroad,  and 
adopt  the  following  Articles  of  Association  : — 

I. 

The  name  of  the  Incorporation  hereby  formed  is  the  Po- 
trero AND  Bay  View  Railroad  Company. 
II. 
The  said  Incorporation  is  to  continue  in  existence  fifty 
years. 

III. 
The  amount  of  the  capital  stock  of  the  Company  is  five 
hundred  thousand  dollars,  which  is  divided  into  five  thousand 
shares  of  one  hundred  dollars  each,  and  is  the  actual  con- 


ARTICLES   OF  ASSOCIATION.  9 

templated  cost  of  constructing  the  road,  together  with  the 
cost  of  the  right  of  way,  motive  power,  and  every  other  ap- 
purtenance and  thing  for  the  completion  and  running  of  said 
road,  as  nearly  as  they  can  be  estimated  by  competent  en- 
gineers. 

IV. 
There  shall  be  seven  Directors  to  manage  the  affairs  of  the 
Company,  and  Henry  F.  Williams,  C.  N.  Felton,  Wm.  F.  Wil- 
liamson, John  Kirkpatrick,  J.  C.  Birdseye,  Elijah  Case,  and 
J.  W.  Pierson  have  been  duly  elected,  and  are  now  named 
herein  as  the  first  Directors  of  said  Company. 
V. 
The  place  from  and  to  which  the  proposed  Railroad  is  to 
be  constructed,  are  from  the  intersection  of  Post  and  Mont- 
gomery streets,  San  Francisco,  to  the  Bay  View  Race  Course, 
or  to  Hunter's  Point. 

VI. 
The  counties  into  and  through  which  is  intended  to  pass  are 
the  City  and  County  of  San  Francisco  only. 
VII. 
The  length  of  said  Railroad,  as  nearly  as  may  be,  is  four 
miles. 

In  witness  whereof,  the  undersigned  subscribers  to  these 
Articles  of  Association  have  hereunto  personally  each  sub- 
scribed their  names,  places  of  residence,  and  the  number  of 
shares  of  stock  taken  by  each  of  them  in  the  said  Company, 
this  twenty-fifth  day  of  April,  in  the  year  one  thousand  eight 
hundred  and  sixty-six. 

Names.  Residence.  No.  of  Shares. 

J.  W.  Pierson, San  Francisco, 4 

Elijah  Case, "  4 

W.F.Williamson, "  4 

II.  F.  Williams, "  4 

John  Kirkpatrick, "  4 

Edward  Tompkins, "  4 


10  ARTICLES   OF   ASSOCIATION. 


John  J.  Haley, San  Francisco, 4 

C.N.  Felton, "  4 

S.  Tyler, "  4 

Robert  C.  Page, '' 4 

STATE  OF  CALIFORNIA,  ^ 

City  and  County'  of  San  Francisco,  j  H.  F.  Willianjs, 
John  Kirkpatrick,  and  Wm.  F.  Williamson,  being  severally 
duly  sworn,  each  for  himself,  says  that  he  is  one  of  the  Di- 
rectors in  the  foregoing  Articles  of  Association  above  named  ; 
that  four  thousand  dollars,  being  one  thousand  dollars  per 
mile  of  the  said  proposed  Railroad,  has  been  subscribed,  and 
ten  per  cent,  in  cash  thereon  has  actually  and  in  good  faith 
been  paid  in  to  the  Treasurer  of  the  said  Company,  and  that 
the  subscribers  to  the  foregoing  Articles  of  xVssociation  are 
all  and  each  of  them  personally  known  to  each  of  these 
affiants  to  be  the  subscribers  thereto,  and  to  be  the  persons 
so  represented. 
. . — ^-^  .  H.  F.  WILLIAMS, 

j  E.  V.  s.  I  JOHN  KIRKPATRICK, 

( v^iX  )  W.  F.  WILLIAMSON. 

Subscribed  and  sworn  to  this  27th  day  of  April,  A.  D.  I8GG, 
before  me,  E.  V.  SUTTER,  Kotar-y  Puhlic. 

[SEAL.]  

STATE  OF  CALIFORNIA,  ) 
Department  of  State.       J 

I,  B.  B.  Redding,  Secretary  of  State  of  th(i  State  of  Cal- 
ifornia, do  hereby  certify  that  the  annexed  is  a  true,  full,  and 
correct  copy  of  the  Certificate  of  Incorporation  of  the  Potre- 
ro  and  Bay  View  Railroad  Company,  now  on  file  in  my  office. 
Witness  my  hand  and  the  great  seal  of  State, 
at  my  office  in  Sacramento,  California,  the  second 
day  of  May,  A.  D.  1866. 

B.  B.  REDDING,  Secretary  of  State. 


BY-LAWS 


POTRERO  AND  BAY  VIEW  RAILROAD  COMPANY 


CITY  AND  COUNTY  OP  SAN  FRANCISCJ. 


ARTICLE  I. 

DIRECTORS    AND   OFFICERS. 

Section  1.  The  corporate  powers  of  this  Company  shall 
be  exercised  by  a  Board  of  seven  Directors. 

Sec.  2.  The  officers  of  the  Company  shall  be  a  President, 
Vice  President,  Treasurer,  Secretary,  and  such  subordinate 
officers  as  are  hereinafter  specified. 

ARTICLE  II. 

ELECTION   OF   OFFICERS. 

Section  1.  On  the  first  Monday  in  August,  1866,  and  on 
the  first  Monday  of  August  in  every  year  thereafter,  the 
stockholders  shall  hold  their  annual  meeting  in  the  City  of 
San  Francisco.  At  such  annual  meeting  there  shall  be  an 
election  of  seven  Directors  to  serve  for  the  ensuing  year,  or 


12  BY-LAWS. 

until  their  successors  are  elected.  The  election  shall  be  by 
ballot,  by  a  majority  of  the  votes  of  the  stockholders  being 
present  in  person,  or  by  written  proxy. 

Sec.  2.  Every  stockholder  so  present,  in  person  or  by 
proxy,  shall  have  one  vote  for  each  share  of  stock  which  he 
may  own,  and  upon  which  has  been  paid  at  least  ten  per 
cent,  of  the  face  thereof,  with  all  other  assessments  for  at 
least  ten  days  next  preceding  said  election,  and  not  other- 
wise. 

Sec.  3.  No  person  shall  be  a  director  unless  he  shall  be  a 
stockholder,  owning  and  holding  bona  fide  at  least  fifty  shares 
of  stock  in  his  own  name  and  right  absolutely  on  the  books 
of  the  Company,  and  upon  which  at  least  ten  per  cent,  with 
all  other  assessments,  has  been  paid  for  at  least  thirty  days 
next  preceding  his  election.  All  the  Directors  shall  be  at 
the  time  of  their  election  residents  of  the  State  of  California. 

Sec.  4.  Proxies  shall  be  in  writing,  signed  by  the  stock- 
holder granting  them,  and  they  shall  be  filed  with  the  Secre- 
tary. 

Sec.  5.  Notice  of  such  annual  meeting  for  said  election 
shall  be  given  by  the  Secretary,  specifying  the  hour  and  place, 
and  shall  be  published  by  him,  not  less  than  ten  days  pre- 
vious thereto,  in  one  daily  newspaper  published  in  the  City 
of  San  Francisco. 

Sec.  6.  When  from  any  cause  such  election  shall  not  be 
held  on  the  said  first  Monday  of  August  in  any  year,  it  shall 
be  held  on  the  first  Monday  in  September  thereafter.  Notice 
thereof  shall  be  given  by  the  Secretary  as  in  the  last  preced- 
ing section  ;  provided,  except  that  the  notice  thereof  shall  be 
published  for  ten  days,  not  including  Sundays,  next  preced- 
ing such  election.  If  not  then  held,  it  shall  be  held  at  a  spe- 
cial meeting  called  by  the  President  at  any  time  thereafter. 

Sec.  7.  All  elections  for  Directors  shall  be  published  to 
the  stockholders.  The  President  (or  in  his  absence  the  Vice 
President)  of  the  Company,  together  with  one  Director,  and 


13 


one  stockholder,  both  to  be  chosen  by  the  Board_^of  Direct- 
ors, shall  act  as  the  judges  of  election,  receive,  count  and 
canvass  the  votes,  and  declare  the  result  without  delay.  The 
Secretary  shall  be  the  tally  clerk.  In  the  absence  of  any 
officer  of  election,  his  place  shall  be  filled  by  the  stockhold- 
ers present  at  the  opening.  The  polls  shall  open  at  one 
o'clock  P.  M.,  and  close  at  four  o'clock  P.  M.  the  same  day. 

Sec.  8.  The  Directors  chosen  at  each  annual  election  shall 
meet  and  organize  as  a  Board  on  the  third  day  after  the  re- 
sult of  the  election  is  declared.  At  such  meeting  they  shall 
elect  from  their  own  number  a  President,  Vice  President,  and 
Treasurer  ;  they  shall  also  elect  a  Secretary,  all  of  whom 
shall  hold  their  offices  for  one  year,  and  until  their  successors 
are  elected  and  qualified. 

Sec.  9.  The  Secretary  and  Treasurer,  before  entering  upon 
the  duties  of  their  respective  offices,  shall  give  a  bond  for 
the  faithful  performance  of  such  duties,  in  an  amount  and 
with  securities  to  be  approved  by  the  Board  of  Directors. 

Sec.  10.  In  case  of  the  absence  of  any  Director  from  four 
weekly  meetings  of  the  Board  successively,  or  of  his  resigna- 
tion, or  of  his  ceasing  at  any  time  during  his  term  of  office  to 
be  the  holder  and  owner  of  fifty  shares  of  stock,  as  in  the 
foregoing  section  four  provided,  the  Board  of  Directors  may 
by  a  majority  declare  his  office  vacant,  and  elect  a  Director 
(duly  qualified)  to  fill  the  same  for  the  unexpired  term. 

Sec.  11.  Meetings  of  stockholders  may  be  called  at  any 
time  during  the  interval  between  the  annual  meetings  by  the 
Directors,  or  by  any  number  of  stockholders  owning  not  less 
than  one-third  in  value  of  the  stock  of  the  Company,  by  giv- 
ing thirty  days'  public  notice  of  the  time  and  place  of  the 
meetings  in  the  manner  provided  in  the  Fifth  foregoing  sec- 
tion for  annual  meetings. 

Sec.  12.  When  any  such  meeting  is  called  by  the  stock- 
holders, the  particular  object  of  such  meeting  shall  be  stated 
in  such  notice,  and  no  other  business  shall  be  transacted  at 
2 


14 


such  meeting,  when  so  called  by  the  stockholders  as  afore- 
said, except  such  as  shall  be  so  stated  in  such  notice. 

Sec.  13.  If  at  any  such  meeting  thus  called,  a  majority  in 
value  of  the  stockholders  are  not  represented  in  person  or  by 
written  proxy,  such  meeting  shall  be  adjourned  from  day  to 
day,  (not  exceeding  three  days,)  without  transacting  any 
business  until  such  majority  shall  be  so  represented. 

Sec.  14.  At  all  general  meetings  of  the  stockholders,  two- 
thirds  in  value  of  the  stockholders  of  the  Company  being 
present  in  person  or  by  proxy,  may  remove  any  President, 
Vice  President,  Treasurer,  Secretary,  or  any  Director  of  such 
Company,  and  elect  others  in  their  stead,  provided  notice  of 
such  intended  removal  shall  have  been  given  as  required  in 
the  two  last  preceding  sections.  Any  President,  Yice  Pres- 
ident, Treasurer,  or  Secretary,  may  be  removed  by  the  Board 
of  Directors,  at  any  regular  weekly  meeting,  by  the  votes  of 
at  least  four  Directors,  notice  of  such  intended  removal  hav- 
ing been  given  at  the  regular  weekly  meeting  next  preceding. 

Sec.  15.  A  majority  of  the  Board  of  Directors  shall  form 
a  quorum  for  the  transaction  of  business,  but  no  debt  shall 
be  contracted  without  a  resolution  passed  by  at  least  four 
votes,  and  regularly  entered  upon  the  minutes  of  the  Board 
of  Directors. 

Sec.  16.  The  Board  of  Directors  shall  hold  one  regular 
meeting  on  Monday  of  each  week,  at  one  o'clock,  P.  M.,  at 
the  Company's  Office,  for  the  transaction  of  business.  It  may 
adjourn  from  day  to  day  for  want  of  a  quorum. 

ARTICLE  III. 

POWERS  AND  DUTIES   OF   OFFICERS. 

Section  1.  The  President  shall  preside  at  all  of  the  meet- 
ings of  the  Board  of  Directors,  and  of  the  stockholders.  In 
case  of  his  disability,  by  death  or  otherwise,  to  discharge  the 
duties,  or  of  his  absence  from  the  office  of  the  Company  for 
thirty  consecutive  days,  or  of  his  ceasing  to  be  qualified  as  a 


15 


Director,  his  office  may  be  declared  vacant  by  the  Board, 
which  shall  thereupon  fill  the  vacancy  for  the  unexpired 
term.  He  shall  also  be  liable  to  removal  in  the  cases  and 
manner  prescribed  by  law.  In  case  of  his  absence  his  pow- 
ers and  duties  shall  devolve,  during  his  absence,  upon  the 
Vice  President.  He  shall  sign,  as  President,  all  certificates  of 
stock,  and  all  contracts  and  other  instruments  of  writing, 
which  shall  have  been  first  approved  by  the  Board  of  Direct- 
ors, and  fix  the  corporate  seal  of  the  Company  to  all  instru- 
ments requiring  a  seal.  He  shall  sign  all  checks  or  warrants 
on  the  Treasurer.  He  shall  have  the  casting  vote  at  all 
meetings  of  the  stockholders  and  Directors.  He  shall  call 
the  Directors  together  whenever  he  deems  it  necessary,  and 
shall  have,  subject  to  the  advice  of  the  Directors,  the  general 
direction  of  the  affairs  of  the  Company. 

Sec.  2.  The  Treasurer  shall  safely  keep  all  moneys  be- 
longing to  the  Company,  and  disburse  the  same  under  the 
direction  of  the  Board  of  Directors,  and  in  conformity  with 
the  By-Laws  of  the  Company.  At  each  called  meeting  of 
the  stockholders  he  shall  submit  a  statement  of  his  accounts, 
with  proper  vouchers,  and  at  the  annual  meeting  in  August 
of  each  year,  a  complete  summary  of  them  for  the  year.  He 
shall  make  no  payments  except  on  a  check  or  warrant, 
signed  by  the  President  and  countersigned  by  the  Secretary. 
He  shall  discharge  such  other  duties  as  pertain  to  his  office, 
and  are  prescribed  by  the  Board  of  Directors  or  By-Laws. 

Sp:c.  3.  The  Secretary  shall  keep  a  record  of  meetings, 
proceedings  of  the  Board  of  Directors,  and  of  the  stockhold- 
ers, in  the  manner  required  by  law.  He  shall  keep  a  book 
of  blank  certificates  of  stock,  fill  up  and  countersign  all  cer- 
tificates issued,  and,  upon  such  issue,  make  the  proper  entries 
in  the  margin  of  such  book.  He  shall  keep  a  proper  trans- 
fer book,  and  a  stock  ledger  in  debit  and  credit  form,  show- 
ing the  number  of  shares  issued  to,  or  transferred  by  any 
stockholder,  and  the  date  of  such  issue  and  transfer.    He 


16 


shall  countersign  all  checks  drawn  on  the  Treasurer,  keep 
proper  account  books,  and  discharge  such  other  duties  as 
pertain  to  his  office,  and  are  prescribed  by  the  Board  of  Di- 
rectors or  By-Laws.  He  shall  keep  all  other  books,  and  per- 
form all  other  duties  required  by  law  or  by  the  Board  of 
Directors. 

Sec.  4.  A  general  Superintendent,  who  may  be  a  civil 
engineer,  may  be  appointed  by  the  Board  of  Directors,  and 
be  removed  at  their  pleasure.  He  shall  have  the  charge  and 
direction  of  the  business  of  the  Company  in  the  construction 
and  maintenance  of  its  road  and  its  works,  subject  to  the 
direction  of  the  President,  and  control  of  the  Board  of  Di- 
rectors. He  shall  make  monthly  returns  to  the  Board  of  Di- 
rectors of  all  persons  hired  or  employed,  and  of  their  wages, 
and  a  statement  of  all  expenditures,  accompanying  the  same 
with  necessary  vouchers,  duplicates  of  which  he  shall  keep. 

ARTICLE  IV. 

CERTIFICATES,   TRANSFER,   AND  ASSESSMENTS   OF  STOCK,   ETC. 

Section  1.  Certificates  of  stock  shall  be  issued  only  for 
fully  paid  stock,  and  shall  be  of  such  form  and  device  as  the 
Board  of  Directors  shall  determine,  and  each  certificate  shall 
be  signed  by  the  President  and  countersigned  by  the  Secre- 
tary, and  express  on  its  face  its  number,  date  of  issuance, 
the  number  of  shares  for  which,  and  the  person  to  whom  it 
is  issued.  Several  certificates  may  be  issued  to  the  same 
person,  provided  that  in  the  aggregate  they  do  not  exceed 
the  number  of  shares  belonging  to  such  person.  The  cer- 
tificate book  shall  contain  a  margin,  on  which  shall  be  en- 
tered the  number,  date,  number  of  shares,  and  name  of  the 
shareholder  expressed  in  the  corresponding  certificate. 

Sec.  2.  The  stock  shall  be  transferable  upon  Monday  of 
every  week  from  twelve  until  two  o'clock,  and  as  in  the  last 
preceding  section  specified,  and  upon  the  books  of  the  Com- 
pany upon  proper  assignment  and  delivery  to  the  assignee  of 


17 


the  receipts  for  the  installments  paid  on  such  stock  or  the 
certificate  of  stock  when  fully  paid ;  but  no  shares  shall  be 
transferable  until  all  previous  calls  or  installments  thereon 
shall  have  been  fully  paid  in,  nor  shall  any  transfer  of  the 
stock  of  this  Company  be  valid,  except  as  between  the  par- 
ties by  whom  and  to  whom  the  same  is  transferred,  unless  at 
least  forty  per  cent,  has  been  paid  thereon,  until  the  same  is 
approved  by  the  Board  of  Directors. 

Sec.  3.  The  surrendered  certificates  shall  in  all  cases  be 
cancelled  by  the  Secretary  before  issuing  a  new  one  in  lieu 
thereof. 

Sec.  4.  The  sums  subscribed  by  the  stockholders  shall  be 
called  in  by  the  Directors  in  installments  of  not  more  than 
five  per  cent,  per  month.  Notice  of  each  assessment  shall  be 
given  as  provided  by  law.  The  proceedings  upon  unpaid 
assessments  shall  be  as  provided  by  law. 

ARTICLE  V. 

MISCELLANEOUS. 

Section  1.  The  salaries  of  the  officers  and  employees  of 
the  Company  shall  be  fixed  by  the  Board  of  Directors  from 
time  to  time.  The  travelling  expenses  of  the  President  and 
Directors,  and  of  any  other  officers,  while  actually  engaged 
in  the  business  of  the  Company,  may  be  audited  and  allowed 
by  the  Board.  No  Director  shall  receive  any  compensation 
for  his  services  as  Director. 

Sec.  2.  The  books  and  accounts  of  the  Company,  and  such 
papers  as  may  be  placed  on  file  by  a  vote  of  the  stockhold- 
ers and  Directors,  shall  at  all  times,  in  business  hours,  be  sub- 
ject to  the  inspection  of  the  Board  of  Directors,  and  of  any 
Director  or  stockholder. 

Sec.  3.  These  By-Laws  to  be  unalterable,  except  by  a  ma- 
jority vote  of  the  paid-up  stock  at  a  regular  annual  meeting 
of  the  stockholders. 


18 


Sec.  4.    All  contracts,  to  be  binding,  shall  be  approved  by 
a  majority  of  the  Board  of  Directors. 

ARTICLE  yi. 

ORDER   OF  BUSINESS. 

The  order  of  business  at  the  meetings  of  the  Board  of  Di- 
rectors shall  be  as  follows  : 

1.  Reading  of  the  minutes  of  the  previous  meeting. 

2.  The  reports  of  committees. 

3.  Motions  and  resolutions. 

4.  Presentation  of  bills  and  accounts. 

5.  Report  of  the  President. 

6.  Report  of  the  Treasurer  and  other  officers. 

7.  Miscellaneous  business. 

8.  Reading  and  approval  of  the  record  of  the  proceedings 
of  the  meeting. 

9.  Adjournment. 


.^. 


